SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EBERHART PAULETT

(Last)

(First)

(Middle)

ADVANCED MICRO DEVICES, INC.

ONE AMD PLACE

(Street)

SUNNYVALE

94088-3453

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2014		M		119,269⁽¹⁾	A	$0	246,389	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽²⁾	05/08/2014		M			50,000	⁽³⁾	⁽³⁾	Common Stock	50,000	$0	0	D
Restricted Stock units	$0⁽²⁾	05/08/2014		M			69,269	⁽⁴⁾	⁽⁴⁾	Common Stock	69,269	$0	0	D

Explanation of Responses:

1. Ms. Eberhart did not stand for re-election at AMD's 2014 Annual Meeting of Stockholders held on May 8, 2014 and ceased to be a member of the AMD Board of Directors as of May 8, 2014. In connection with AMD's outside director equity compensation policy, because Ms. Eberhart served as a member of the Board for at least three years prior to her retirement and satisfied AMD's equity ownership guidelines, her unvested RSU awards, comprised of 69,269 shares of common stock, became fully vested on May 8, 2014. In addition, pursuant to AMD's outside director equity compensation policy, Ms. Eberhart elected to defer the issuance of 50,000 shares of common stock issuable upon the vesting of her RSU awards until she ceases to serve on the Board. On May 8, 2014 the deferred shares were issued to Ms. Eberhart.

2. Each restricted stock unit represents a contingent right to receive one share of common stock.

3. This award vested 1/3 on each of May 7, 2010, 2011 and 2012. Ms. Eberhart elected to defer the issuance of 50,000 shares of common stock issuable upon the vesting of her RSU awards until she ceases to serve on the Board. On May 8, 2014, the deferred shares were issued to Ms. Eberhart.

4. Ms. Eberhart did not stand for re-election at AMD's 2014 Annual Meeting of Stockholders held on May 8, 2014 and ceased to be a member of the AMD Board of Directors as of May 8, 2014. In connection with AMD's outside director equity compensation policy, because Ms. Eberhart served as a member of the Board for at least three years prior to her retirement and satisfied AMD's equity ownership guidelines, her unvested RSU awards, comprised of 69,269 shares of common stock, became fully vested on May 8, 2014.

Remarks:

	Paulett Eberhart	05/09/2014
	** Signature of Reporting Person	Date
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